Miscellaneous Micpod Cable

MISCELLANEOUS MICPOD CABLE AGREEMENT

Parties

This Agreement is entered into between Supplier: , located at ; and Client: , located at .

Recitals

WHEREAS, Supplier manufactures or supplies specialized microphone cabling and accessories under the trade designation "Micpod Cable" and has represented that it has the experience, skill and resources to provide the goods and services described herein; and

WHEREAS, Client desires to procure Micpod Cable items and related services for installation, testing and limited on-site support as described in the Scope of Work, and Supplier is willing to provide such goods and services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the complete understanding between them with respect to the purchase, delivery, acceptance and payment for Micpod Cable products and any associated installation services.

Scope of Work

Supplier will deliver Micpod Cable products conforming to the specifications set forth above, perform any agreed installation and testing, and provide product documentation and a standard limited warranty. Acceptance testing procedures, if any, shall be:

Payment Terms

Total Contract Price: (amount in local currency).

Payments are due within days of invoice date. Late payments shall incur a late fee of % per month (or the maximum lawful rate), assessed monthly on the outstanding balance until paid in full.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or business information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information shall include, without limitation, technical specifications, designs, pricing, business plans and customer information, but shall not include information that: (a) is or becomes public other than through breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall restrict disclosure to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets where longer protection may apply.

Warranties and Liability

Supplier warrants that the Micpod Cable products delivered under this Agreement will materially conform to the specifications set forth in the Scope of Work for a period of months from delivery. Supplier's sole obligation for breach of this warranty shall be, at Supplier's option, repair, replacement or refund of the purchase price for the non-conforming items. EXCEPT AS EXPRESSLY STATED HEREIN, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and the aggregate liability of either party shall be limited to the total amounts actually paid under this Agreement.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles. Venue for any action arising out of or relating to this Agreement shall be the competent courts located in that jurisdiction.

Entire Agreement

This Agreement, including any attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and oral or written statements. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of Supplier's business related to Micpod Cable.

Force Majeure: Neither party shall be liable for delays or failures to perform caused by circumstances beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

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